Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. If requested by the underwriters for any underwritten offering by Holders pursuant to a registration requested under Section 3(a) above, the Issuer will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Issuer and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below. The Holders will reasonably cooperate with the Issuer in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations or warranties to or agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Underwritten Offerings. If requested by the ---------------------- underwriters for any underwritten offering by Holders holders of Registrable Securities pursuant to a registration requested under Section 3(a) abovethe Shelf Registration, the Issuer Company will use its best efforts to enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in form and substance to each such holder, the Company and the underwriters and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below1.5. The Holders holders of the Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Issuer Company in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders Such holders of Registrable Securities to be distributed sold by such underwriters shall be parties to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holdersholders of Registrable Securities. Any such Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer or the underwriters Company other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and or any other representation representations required by applicable law.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration requested under Section 3(a) above5.1, the Issuer will Company shall enter into an a customary underwriting agreement with such underwriters for such offering, such the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Initiating Holder and shall contain such representations and warranties by by, and such other agreements on the Issuer part of, the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below. The Holders will reasonably cooperate with the Issuer included in the negotiation standard underwriting agreement of such underwriters, including indemnities and contribution agreements. Any Holder participating in the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders of Registrable Securities to be distributed by such underwriters offering shall be parties a party to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. Such underwriting agreement shall also contain such representations and warranties by the participating Holders as are customary in agreements of that type. (b) In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Holder participating in such registration may, at its option, require that any, or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. Such underwriting agreement shall not be required to make any also contain such representations or and warranties to or by the participating Holders as are customary in agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by lawthat type.

Underwritten Offerings. If the Majority Holders so elect for a Demand Registration, the offering shall be an underwritten offering with an underwriter or underwriters selected by the Majority Holders. If the offering is other than pursuant to a Demand Registration, NFN and the Majority Holders will mutually agree as to the selection of an underwriter or underwriters. If requested by the underwriters underwriter(s) for any underwritten offering by Holders of Registrable Securities pursuant to a registration requested under Section 3(a) aboveRegistration, the Issuer NFN will enter into an underwriting agreement with such underwriters underwriter(s) for such offering, such agreement to be reasonably satisfactory in substance and form to Holders and the underwriter(s) and to contain such representations and warranties by the Issuer NFN and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) belowindemnities. The Holders of the Registrable Securities proposed to be sold by such underwriter(s) will reasonably cooperate with the Issuer NFN in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations agreement and will enter into custody agreements and execute powers of the Issuerattorney as reasonably required by such underwriter or underwriters. The Such Holders of Registrable Securities to be distributed sold by such underwriters shall may be parties to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such underwriters shall also be made NFN to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations or warranties to or agreements with the Issuer or the underwriters NFN other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holderHolder's intended method of distribution and or any other representation representations required by applicable law.

Underwritten Offerings. If requested by (a) In the underwriters for case of any underwritten offering by Holders pursuant to a registration requested under Section 3(a) aboveDemand Registration, the Issuer will Company shall enter into an a customary underwriting agreement with such underwriters for such offering, such the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by by, and such other agreements on the Issuer part of, the Company and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below. The Holders will reasonably cooperate with the Issuer in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders of Registrable Securities to be distributed by such underwriters Any Participating Holder shall be parties a party to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorneyagreement; provided, and mayhowever, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Holder Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of any underwritten offering pursuant to a Demand Registration, all securities to be included in such registration shall be subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.5, completes and executes all reasonable questionnaires, and other documents, including custody agreements with and powers of attorney, that must be executed in connection therewith, and provides such other information to the Issuer Company or the underwriters other than representations, warranties or agreements regarding underwriter as may be necessary to register such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by lawPerson’s securities.

Underwritten Offerings. If the Majority Holders so elect for a Demand Registration, the offering shall be an underwritten offering with an underwriter or underwriters selected by the Majority Holders. If the offering is other than pursuant to a Demand Registration, NFN and the Majority Holders will mutually agree as to the selection of an underwriter or underwriters. If requested by the underwriters underwriter(s) for any underwritten offering by Holders of Registrable Securities pursuant to a registration requested under Section 3(a) aboveRegistration, the Issuer NFN will enter into an underwriting agreement with such underwriters underwriter(s) for such offering, such agreement to be reasonably satisfactory in substance and form to Holders and the underwriter(s) and to contain such representations and warranties by the Issuer NFN and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) belowindemnities. The Holders of the Registrable Securities proposed to be sold by such underwriter(s) will reasonably cooperate with the Issuer NFN in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations agreement and will enter into custody agreements and execute powers of the Issuerattorney as reasonably required by such underwriter or underwriters. The Such Holders of Registrable Securities to be distributed sold by such underwriters shall may be parties to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such underwriters shall also be made NFN to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Holder shall is not be required to make any representations or warranties to or agreements with the Issuer or the underwriters NFN other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holderHolder's intended method of distribution and or any other representation representations required by applicable law.

Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by the underwriters for any underwritten offering by Holders pursuant to a registration requested under Section 3(a) above, the Issuer will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Issuer and such other terms holder of Warrants or Registrable Securities as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below2.1 and subject to the provisions of Section 2.1(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. The Holders will reasonably cooperate with the Issuer in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to such the underwriting agreement between the Company and any necessary or appropriate custody agreements and appropriate powers of attorney, such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holdersholders of Registrable Securities. Any such Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Underwritten Offerings. If requested by (a) In the underwriters for any underwritten offering by Holders case of a registration pursuant to a registration requested under Section 3(a) aboveSections 3.1 and 3.3, if the Issuer will Company shall have determined to enter into an underwriting agreement with such underwriters for such offeringin connection therewith, such agreement to contain such representations and warranties by the Issuer and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below. The Holders will reasonably cooperate with the Issuer in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders each Participating Demand Holder or Holder of Registrable Securities to be distributed by participating in such underwriters registration, as applicable, shall be parties subject to such underwriting agreement and any necessary agreement. Any Participating Demand Holder or appropriate custody agreements and appropriate powers Holder of attorneyRegistrable Securities participating in the registration, and as applicable, may, at their its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such the underwriters shall also be made to and for the its benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Participating Demand Holder or Holder of Registrable Securities; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by any Participating Demand Holder or Holder of Registrable Securities, as applicable, for inclusion in the registration statement. No Participating Demand Holder or Holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such holderParticipating Demand Holder or Holder of Registrable Securities, such holder's as applicable, its ownership of and title to the Registrable Securities and such holder's intended method of distribution or Demand Shares, as applicable; and any liability of a Participating Demand Holder or Holder of Registrable Securities, as applicable, to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. If any Common Shares to be registered under the Securities Act as contemplated by this Section 5.2 are to be distributed by or through one or more underwriters, and the Investor has requested that its Shares be included in such offering as provided in Section 5.2(a), then IPT shall not be obligated to include the Investor's Shares in such offering unless the Investor accepts the terms of the underwritten offering agreed on between the Company or the Requesting Holder, as the case may be, and the underwriters selected by the Company or the Requesting Holder, as the case may be. Furthermore, if requested by the underwriters for any underwritten offering by Holders pursuant to a registration requested under Section 3(a) aboveunderwriters, the Issuer will Investor agrees to enter into an underwriting agreement with such underwriters for such offering, such agreement not to contain such representations and warranties sell any Common Shares owned by the Issuer Investor for a period of time (not to exceed 180 days) after the effectiveness of a registration statement equal to the period of time which the sellers of Common Shares in such registration have agreed not to sell the Common Shares owned by them after the effectiveness of such registration statement. The Investor shall be party to the underwriting agreement between IPT or the Requesting Holder, as the case may be, and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below. The Holders will reasonably cooperate with the Issuer in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer IPT to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders Investor and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holdersthe Investor. Any such Holder The Investor shall not be required to make any representations or warranties to or agreements with the Issuer IPT or the underwriters other than representations, warranties or agreements regarding such holderthe Investor, such holderthe Investor's Registrable Securities and such holderCommon Shares or other securities of IPT, the Investor's intended method of distribution and any other representation representations, warranties or agreements required by law.

Underwritten Offerings. 4.1 Underwriting Agreement ---------------------- If requested by the underwriters for any underwritten offering by Holders holders of Registrable Securities pursuant to a registration requested under Section 3(a) above1, the Issuer will Company shall enter into an underwriting agreement with such the underwriters for such offering, such which underwriting agreement to shall contain such representations and warranties by the Issuer Company and such other terms and provisions as are generally prevailing customarily contained in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below7. The Holders will reasonably cooperate with the Issuer in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holdersholders of Registrable Securities. Any No underwriting agreement (or other agreement in connection with such Holder offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such holder, the ownership of such holder's Registrable Securities and such holder's intended method or methods of distribution disposition and any other representation (x) required by lawlaw or (y) regarding information which can only be obtained from such holder and is reasonably required by the managing underwriter.

Underwritten Offerings. If requested by the underwriters for any underwritten offering by Holders holders of Registrable Securities pursuant to a registration requested under Section 3(a) abovethe Shelf Registration, the Issuer Company will enter into an underwriting agreement with such underwriters for such offeringoffering which is satisfactory in substance and form to the Company, holders of a majority of the Registrable Securities included in such agreement to contain offering and the underwriters and contains such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of this type, including, including without limitation, limitation indemnities to the effect and to the extent provided in Section 3(f) below2.7. The Holders holders of the Registrable Securities included in such offering will reasonably cooperate with the Issuer Company in the negotiation of the underwriting agreementagreement and will give consideration to the reasonable requests of the Company regarding the form thereof; however, provided that nothing herein contained shall such cooperation and consideration does not diminish the foregoing obligations of the IssuerCompany. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers agreement. No holder of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such underwriters Registrable Securities shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding (i) such holder, (ii) such holder's Registrable Securities and Securities, (iii) such holder's intended method of distribution and any of Registrable Securities, (iv) information supplied by such holder in writing to the Company specifically for use in the Shelf Registration, (v) other representation representations required by lawlaw and (vi) with respect to agreements with the underwriters, such other agreements not inconsistent with this Agreement as are reasonably requested by such underwriters and are customary for such transactions.

Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by the underwriters Requesting Purchaser, subject to the provision of Section 3(b) hereof, use their reasonable efforts to arrange for any underwritten offering by Holders pursuant to a registration requested under Section 3(a) above, the Issuer will enter into an underwriting agreement with such underwriters for to include all the Warrant Shares to be offered and sold by such offering, such agreement to contain such representations and warranties by Requesting Purchaser among the Issuer and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below. The Holders will reasonably cooperate with the Issuer in the negotiation securities of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders of Registrable Securities Company to be distributed by such underwriters underwriters. In such event, the Requesting Purchaser shall be parties a party to such the underwriting agreement between the Company and any necessary or appropriate custody agreements and appropriate powers of attorney, such underwriters and may, at their his option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders the Requesting Purchaser and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions condition precedent to the obligations of such Holdersthe Requesting Purchaser. Any such Holder The Requesting Purchaser shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such holderthe Requesting Purchaser, such holder's Registrable Securities his Warrant Shares and such holder's his intended method of distribution and or any other representation representations required by applicable law.

Underwritten Offerings. If requested by the underwriters for any underwritten offering by Holders of Restricted Securities pursuant to a registration requested under Section 3(a) abovethis Schedule, the Issuer Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Issuer Company and such other terms and provisions as are generally prevailing customarily contained in underwriting agreements of this typewith respect to secondary distributions, including, without limitation, indemnities as to the effect and to the extent provided in Section 3(f) below10 hereof. The Holders will reasonably cooperate with the Issuer in the negotiation holders of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Issuer. The Holders of Registrable Restricted Securities on whose behalf Restricted Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such Holders and that any or all holders of the conditions precedent to the obligations Restricted Securities. Such holders of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Holder Restricted Securities shall not be required by the Company to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than reasonable representations, warranties or agreements regarding such holder, such holder's Registrable Restricted Securities and such holder's intended method or methods of distribution disposition as are customarily contemplated by underwriting agreements with ___ respect ___ to ___ secondary ___ distributions ___ and any other representation required by law.